The Licensor is a Public Body licensed by Ordnance Survey to use data, including the WMS Data, upon particular terms. This Licence is entered into pursuant to the Licensor's licence with Ordnance Survey, to set out the terms upon which the End User is licensed to use WMS Data.
1 Definitions & Interpretation
means any activity which involves or is intended to involve Financial Gain.
means an activity that has been determined as a competing activity, or is in the process of being reviewed, pursuant to the terms of the licence between Ordnance Survey and the Licensor.
means any revenue or credit received which exceeds the incremental costs of supplying or making available to a recipient any copy of any WMS Data. Financial Gain does not include any receipts from Statutory Charges.
means intellectual property rights, including copyright, patent, trade mark, design right, database rights, trade secrets, know how, rights of confidence and all other similar rights anywhere in the world whether or not registered and including applications for registration of any of them.
means the entity which is providing the WMS.
means the Secretary of State for Business, Information and Skills, acting through Ordnance Survey whose principal place of business is at Adanac Drive , Southampton , SO16 0AS .
means charges which the Licensor or End User is expressly permitted to charge pursuant to a formal written enactment of a legislative authority that governs the United Kingdom of Great Britain and Northern Ireland, Scotland, Wales, and/or Northern Ireland to which the Licensor or End User is subject.
means a service provided by the Licensor, solely to fulfil its obligations under the INSPIRE (Scotland) Regulations 2009, in accordance with the standard protocol for serving over the internet georeferenced map images that are generated by a map server using data from a GIS database.
means the data included within the WMS provided by the Licensor to the End User, to the extent that such data incorporates IPR owned by or licensed to Ordnance Survey or delegated to Ordnance Survey by the Controller of Her Majesty's Stationery Office.
means any day other than a Saturday, Sunday or public holiday in England , Wales , Scotland or Northern Ireland .
1.1 In this Licence, unless the context otherwise requires:
1.1 words in the singular include the plural and vice versa;
1.1.2 references to: a) a Clause are to a clause of this Licence; b) a party are to a party to this Licence; and c) a statute or statutory provision include any amendment, extension or re-enactment of such statute or provision.
2.1 In consideration of the payment by the End User to the Licensor of the sum of £1 (receipt of which is hereby acknowledged), the Licensor grants to the End User personally (and not any affiliated body or group) a non-exclusive, non-transferable, revocable licence to use WMS Data for non-commercial, personal use only.
2.2 This Licence is limited specifically to the rights granted in Clause 2.1 and subject to the obligations set out in the remainder of this Licence, in particular the End User's obligations set out in Clause 3.
2.3 This Licence shall come into force on the date on which the End User first accesses the WMS.
3 End User's Obligations
3.1 The End User shall:
a) ensure that the WMS Data is not copied, adapted, varied or modified except to and only to the extent to which any of those acts are expressly permitted by this Licence;
b) ensure that it does not use the WMS Data for any Commercial Activity and/or for a Competing Activity;
c) not use the WMS Data for any illegal, deceptive, misleading or unethical purpose or otherwise in any manner which may be detrimental to the reputation of the WMS Data or any person;
d) use its best endeavours to use adequate technological and security measures Ordnance Survey or the Licensor may reasonably recommend from time to time, to ensure that all WMS Data which the Licensor provides the End User and which the End User holds or is responsible for are secure from unauthorised use or access;
e) notify the Licensor and/or Ordnance Survey as soon as it suspects any infringement of Ordnance Survey's IPR and give the Licensor and Ordnance Survey all reasonably required assistance in pursuing any potential infringement or remedying any unauthorised use; and
f) ensure that no copy protection measures or watermarking are altered.
3.2 This Licence does not give the End User the right to sub-license, distribute, sell or otherwise make available the WMS Data to third parties.
3.3 The End User hereby assigns to Ordnance Survey all present and future IPRs it owns in amendments or adaptations made to the WMS Data.
4.1 The Licensor may terminate this Licence with immediate effect in the event of material breach of this Licence by the End User.
5.1 Subject to Clause 5.2, nothing in this Licence shall make the Licensor liable in contract, delict (including without limitation negligence, pre-contractual or other representations) or otherwise arising out of or in connection with this Licence for:
a) any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings);
b) any loss of goodwill or reputation;
c) any special, indirect or consequential losses in any case whether or not such losses were within the contemplation of the parties at the date of this Licence.
5.2 Nothing in this Licence shall exclude or limit liability of a party for death or personal injury resulting from the negligence of that party or its servants, agents or employees or for fraudulent misrepresentation.
5.3 The Licensor and Ordnance Survey exclude to the fullest extent permissible by law all express or implied warranties.
5.4 Subject to Clause 5.2, the Licensor's total liability in this Licence in aggregate shall not exceed any sum paid by the End User for the WMS Data.
6.1 The End User shall indemnify and keep indemnified the Licensor and/or Ordnance Survey against all their liabilities and losses and all demands, liabilities, claims made, or proceedings brought, against the Licensor and/or Ordnance Survey in respect of any loss or damage and against all costs and expenses reasonably incurred in dealing with or in settling such demands, liabilities, claims or proceedings arising from the acts, omissions or defaults of the End User relating to this Licence or from the breach of any provision of this Licence by the End User except to the extent that any such liability is directly attributable to any negligent act of the Licensor.
6.2 The Licensor shall use reasonable endeavours to notify the End User as soon as practicable and in any event within 10 Working Days of any demand or claim made, or proceedings brought, against the Licensor in respect of any relevant loss or damage.
7 Contracts (Rights of Third Parties) Act 1999
7.1 Subject to Clause 7.2, a person who is not a party to this Licence has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Licence.
7.2 Ordnance Survey shall be entitled to the benefit of the terms of this Licence and the rights to enforce such terms under the Contracts (Rights of Third Parties) Act 1999 .
8.1 The waiver on a particular occasion by either party of rights under this Licence does not imply that other rights will be waived.
8.2 No delay in exercising any right under this Licence shall constitute a waiver of such right.
9 Governing Law and Jurisdiction
9.1 This Licence is governed by Scots law and both parties submit to the exclusive jurisdiction of the Scottish courts.